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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            (d) Within ninety (90) days after the Closing Date, Buyer shall
      deliver to Disbursement Agent a certificate (the "Final Closing
      Certificate") to be signed by an executive officer of Buyer setting forth
      any changes to the adjustments made as of the Closing pursuant to Sections
      2.4(a) and (b), together with a copy of such supporting evidence as shall
      be appropriate hereunder and as Disbursement Agent may reasonably request.
      If Disbursement Agent shall conclude that the Final Closing Certificate
      does not accurately reflect the changes to be made to the closing
      adjustments pursuant to this Section 2.4, Disbursement Agent shall, within
      thirty (30) days after its receipt of the Final Closing Certificate,
      provide to Buyer its written statement (together with any supporting
      documentation as Buyer may reasonably request) of any discrepancy or
      discrepancies believed to exist. Disbursement Agent's representatives
      shall be permitted reasonable access by Buyer to all personnel, books,
      records, billing service reports and other documents reasonably deemed
      necessary or appropriate by Disbursement Agent for the determination of
      the adjustments and pro rations. Buyer's representatives shall be
      permitted reasonable access by Disbursement Agent and the General Partner
      to all personnel, books, records, billing service reports and other
      documents reasonably deemed necessary or appropriate by Buyer for the
      determination of the adjustments and pro rations.

            (e) Buyer and Disbursement Agent shall attempt jointly to resolve
      any discrepancies within thirty (30) days after receipt of Disbursement
      Agent's discrepancy statement, which resolution, if achieved, shall be
      binding upon all parties to this Agreement and not subject to dispute or
      review. If Buyer and Disbursement Agent cannot resolve the discrepancies
      to their mutual satisfaction within such thirty (30) day period, Buyer and
      Disbursement Agent shall, within the following ten (10) days, jointly
      designate the Neutral Accounting Firm to review the Final Closing
      Certificate together with Disbursement Agent's discrepancy statement and
      any other relevant documents. The cost of retaining the Neutral Accounting
      Firm shall be borne 50% by the Disbursement Agent (on behalf of the
      Sellers) and 50% by Buyer. The Neutral Accounting Firm shall report its
      conclusions in writing to Buyer and Disbursement Agent and such
      conclusions as to adjustments pursuant to this Section 2.4 shall be
      conclusive on all parties to this Agreement and not subject to dispute or
      review.

            (f) The Disbursement Agent will hold the Purchase Price Adjustment
      Holdback in a segregated, interest bearing account until the adjustments
      required by Sections 2.4(a) and (b) have been determined, and will
      disburse the Purchase Price Adjustment Holdback in accordance with Section
      2.4(g).

            (g) If, after such adjustments, (i) the aggregate InterLink Equity
      Value is increased from that delivered at the Closing (treating amounts in
      the InterLink Indemnity Fund and the Purchase Price Adjustment Holdback as
      having been delivered at the Closing to Sellers), then Buyer shall pay the
      Disbursement Agent (for the benefit of the Sellers) such increase in the
      InterLink Equity Value in immediately available funds within three (3)
      business days of such determination and the Disbursement Agent shall pay
      the amount delivered by Buyer, together with the Purchase Price Adjustment


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